A Treatise on the Law of Private Corporations: Also of Joint Stock Companies and Other Unincorporated Associations, Volume 1

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T. H. Flood and Company, 1905 - Law - 2384 pages
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Contents

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DEFINITION NATURE AND CLASSES OF CORPORATIONS 1 Definitions of corporation
1
Nature and theory of incorporation
3
Legal fiction of separate corporate entity
4
Construction 0 constitutional statutory and charter reser
5
Unincorporated companies etc distinguished from
7
6a Jointstock companies distinguished from corporations
8
Classes of corporations
11
Eleemosynary or charitable corporations
13
Ecclesiastical and lay corporations
14
Public corporations
15
Municipal corporations
16
Corporations for internal improvement
18
Business corporations
19
Industrial corporations
20
Transportation corporations
21
CHAPTER II
22
InEngland
23
Power of congress to create corporations
24
National corporations
25
In the District of Columbia
26
Power to create a bank
27
To incorporate a railway through the territories
28
Incorporation of the Nicaragua Canal
29
Interstate corporations created by concurrent action of two states
30
45a Constitutional restrictions upon creation of corporations Prohibition of the grant of exclusive privileges
32
CHAPTER III
33
Charter defined
34
What constitutesacharter
35
The Dartmouth College case
36
Extension of the doctrine of the Dartmouth College case
39
United States constitutional protection against impairment of contracts
41
Statutes creating a new or modifying an old remedy
44
Franchise defined
48
Distinction between franchise and license
50
Contract of the state with the incorporators
51
The contract between the incorporators themselves
53
Construction of the charter contract
54
Incidental powers granted by the charter
57
Exclusive privileges Charter franchises
59
The privilege must be clearly expressed in the charter
60
CHAPTER IV
73
Purposes and objects of incorporation
85
79c Estoppel of corporation to deny its own existence
91
When the power is reserved by the state constitution
98
Construction of amendatory statutes
102
Eflect of amendment
103
Legislative discretion not to be questioned judicially
104
Limitation upon the reserved power of amendment
106
Consent of the corporation to amendment Power ot the majority
108
Of material and immaterial amendments
110
The rights otaminority
113
Of the dissenting stockholders remedy
114
Amendment of the articles of incorporation
115
CHAPTER VI
119
Right to protection in use of its name
122
Imitation or adoption of name by another corporation
123
Misnomer Ground for abatement of suit
125
99a Misnomer in pleadings
127
Proof of the corporate name
128
Under the common law
131
In the United States seal is required only where required of an individual
132
When atllxed the seal is presumed to be authorized
133
DOMICILE or coarorwrrox 106 Its legal residence is the state wherein incorporated
134
When not otherwise fixed is presumed to be where its meetings are held in the state
135
Minutes of corporate meetings
136
Declaration of dividend must be made of record
138
CHAPTER VII
149
Essentials of de facto corporate existence
158
Liability of members from acts prior to incorporation
167
131a Liability from fraud or deceit
174
Reorganization of a partnership as a corporation
178
Continuing liability of the partners for the debts of the firm
181
Liability of the corporation for debts of the partnership
182
CHAPTER IX
186
Bylaw distinguished from ordinance
187
Constitution of unincorporated associations
188
The province of bylaws
189
Power to make bylaws
190
Of unincorporated associations
191
No corporate power conferrable by bylaws
192
Quorum
193
Adoption of bylaws
194
Estoppel
195
General requisites of bylaws
196
b They must be reasonable and legal
197
c Must be consistent with the charter and law oi the land
199
d Other requirements
202
e Must be general in application
203
Jurisdiction of the courts
204
Effect of bylaws upon strangers
206
Enforcement of bylaws
211
Penalties expulsion fines
212
74
233
CHAPTER X
234
a Statute authority requisite to increase or reduce
241
e Power to issue stock dividends
247
a By the companys purchase of its own shares
253
CHAPTER XI
259
76
261
Gift of shares of stock
264
Formal requisites of contract
265
Subscription after incorporation
272
Mode of application and allotment of shares
279
Cash deposit on subscription
280
Effect of legislation upon agreement of subscription
282
Effect of consolidation upon agreement to subscribe
283
Construction of the contract
284
Intention of the parties is to govern the contract
285
B wno may nscsrvs svnscanmoxs AND wno MAY strnscimsa 216 Who may receive subscriptions
287
Commissioners appointed to receive subscription
288
Limitation of amount of a single subscription
290
Competency to subscribe for stock
292
The state as a subscriber to stock
293
Substitution of subscriber
300
Evidence oi subscription
301
226a Conditional subscription as defense Estoppel
302
May be conditional when made after incorporation
303
Valid or void conditions
304
Conditional subscriptions made before incorporation
306
Revocation or withdrawal of conditions
307
Conditions subsequent
309
Waiver of conditions
311
Secret and separate conditions are void
316
Subscription upon special terms
319
Subscription not binding until performance of conditions
320
Waiver of performance of conditions
324
E WITHDRAWAL nsnmss an nrscmmon or sunscnrnsns 240 Withdrawal from subscription by consent of the corpora tion
325
Want oi power in the directors to release
327
Release in compromise of doubtful claims
330
Withdrawal and abandonment
333
Effect of withdrawal
335
The English rule as to withdrawal
337
87
363
93
370
CHAPTER XII
383
94
387
B0114 fide purchaser ofstock
391
msr on sronsx smcx 274 Lost or stolen certificate of stock
393
E IBREGULARITY AND FBAUDULENTLY xssmzn srocx 275 Oveiissue of stock Charter may be forfeited
395
Fraudulent overissue
397
Liability for overissue of stock 400
404
Spurious or overissusd
406
False or fictitious issue of stock
409
Forged certificate of stock
414
Effect of forgery or fraud in issue of stock
417
Liability for fraudulent issue
420
CERTIFICATE or srocx
422
Issued by stock dividend
423
Issued in exchange for sale of all the corporate property
424
Shares issued below
428
Shares issued as a gratuity
431
Watered stock issued as a bonus
433
Shares issued reciting that they are fully paid up
434
Liability for issue of watered stock Corporate oiflcers
435
Liability of purchaser with notice
436
Liability of the stockholder as transferee
437
Who may complain of the issue of watered stock
439
Constitutional provisions as to watered stock
440
Statutory provisions as to watered stock
441
TRUST FUND DOCTRINE 299 The trust fund theory as to stock
443
Certificates of stock distinguished from the stock itself
446
Right of subsequent creditors to question right to convey corporate property
448
301a American trust fund doctrine
449
Trust fund The theory obsolete
450
Stock which is and that which is not chargeable with atrust
451
CHAPTER XIII
452
Call defined
453
Whenacall is necessary
455
Calls by whom to be made
456
Discretion of the directors in making
457
Notice of call or assessment
460
Call as to time and place of payment
462
Validity of calls
465
Mode of making calls
466
Payment of calls after transfer who is liable
468
317a Calls upon shareholders for unpaid subscriptions
469
Pleading and practice in suits to enforce payment
470
Forfeiture the companys remedy upon unpaid calls
471
a Forfeiture of shares for nonpayment
473
b Notice of forfeiture
475
c Method of forfeiture
476
d Tender by stockholder before forefeiture
477
e The corporations claim for deficiency upon sale or forfeiture
478
f Shareholders relief in equity from forfeiture
479
Defenses to actions to enforce calls
481
c Infancy
482
e Bankruptcy of shareholder
483
g Statute of limitations as defense to contract of sub scriptions to stock
484
Assessment upon shareholders
493
a Assessment requires consent of all the stockholders
494
CHAPTER XIV
500
Payment need not be in cash Payment may be in cash in stock or in stock dividend
508
Gross overvaluation presumes fraud when
514
Fraudulent method of pretended payment
520
384
522
Transfer of shares Sellers option to repurchase
526
Transfer by jointowners
532
Legacies of shares general specific or demonstrative Power of the corporation to take by devise
538
rmssrnn AND rrs srracr UPON IJ ABILI1Y or srocxnomsns Mode of transfer of shares
539
a The effect of transfer
544
b Effect of statutory provisions as to transfers
546
c Effect upon liability for calls
548
d Pretended or colorable transfers
550
e Transfers to a dummy a man of straw D
551
LIABILITY or THE raazvsrnaann a Transfer to the corporation itself
552
b Transfer without consent of the transferee
554
c Registration when necessary t0 relieve the transferrer d Transfers to infants and married women do not
557
lievethetransferrer
558
a The transferee as a bona flde purchaser b Liability of pledgees c Of the estate of a bankrupt
563
d Of estates of decedents e Of legatees and distributees of the estate f Of trustees executors and administrators
568
g Of guardians
572
h Ofagents i Of infants
573
J Of married women F TIIE comnacr or rassvsrsn
574
495
576
Pledge and mortgage distinguished Stock is rarely mortgaged Page 536 538 538 544 546 548 550 551 552 554 555 557 558
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